EXHIBIT 10(Y)
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Catherine M. Vaczy
140 East 28th Street #11C
New York, NY 10016
Phase III Medical, Inc.
330 South Service Road
Suite 120
Melville, New York
11747
Attention: Mark
Weinreb, President & CEO
As of December 22, 2005
Dear Mark:
As you know, at a meeting of the Board of Directors held on
December 22, 2005, I
agreed and the Board
approved a total of
$25,000 of my
accrued salary (the
"Converting Salary")
be converted into
shares of the
Company's common
stock,
$.001 par value (the "Common Stock"). The price at which the Converting
Salary
will be converted into
shares of Common Stock
is $.06 per share,
which is the
closing price of the Common Stock on the date of such agreement,
resulting in a
total of 416,666 shares (the "Shares") being issued to me as of the
date hereof.
We both confirm that appropriate withholding taxes must be paid
with respect to
the Shares. These
shares carry the same registration rights as my other shares
purchased from the Company.
In connection with my
purchase of the Shares I hereby make to you the following
representations in which I am hereafter referred to as
"Investor":
(a) The Investor hereby represents and warrants to the Company that the
Investor is an
"accredited investor"
as that term is defined in Rule 501(a) of
Regulation D
promulgated
under the Securities Act of 1933, as amended (the
"Securities Act").
Specifically,
the Investor certifies that (initial all
appropriate spaces on the following pages):
CMV ___ (1)
The Investor is an
accredited investor
because he
(Initial)
has an individual net worth, or with his spouse as
a joint net worth, in
excess of $1,000,000.
For
purposes of this Agreement, "net worth" means the
excess of total assets at fair market value,
including home, home
furnishings and automobiles,
over total liabilities.
_______ (2) The Investor is an accredited
investor because
he
(Initial)
has individual
income (exclusive of any income
attributable to his
spouse) of more than $200,000
in each of the past
two years,
or joint income
with his spouse in excess of $300,000 in each of
those years, and such investor reasonably expects
to reach the
same income level in the current
year.
_______ (3) The Investor is an accredited
investor because
he
(Initial)
is a director, executive officer or managing
member of the Company.
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(b)
The Investor hereby
certifies that he is not a non-resident alien for
purposes of income
taxation (as such term
is defined in the
Internal Revenue
Code of 1986, as
amended, and Income
Tax Regulations).
The Investor hereby
agrees that if any of the information in this section changes, the
Investor will
notify the Company
within 60 days thereof. The Investor understands that the
information contained
in this Section
2.4(b) may be
disclosed to the Internal
Revenue Service by the
Company and that any false statement contained in this
Section 2.4(b) could be punished by fine, imprisonment or both.
(c)
The Investor
will not sell or
otherwise transfer the
Shares without
registration under the
Securities
Act or an exemption therefrom, and fully
understands an
